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DE 84-1496755 400 Washington Blvd. Stamford CT 06902 203 905-7801 Class A Common Stock $.001 Par Value CHTR NASDAQ Yes Yes Large Accelerated Filer false false false 122984536 1 517000000 477000000 219000000 219000000 3510000000 3680000000 933000000 987000000 4960000000 5144000000 41611000000 41514000000 47198000000 46444000000 17991000000 17875000000 324000000 440000000 67471000000 67471000000 29710000000 29710000000 144703000000 144065000000 4981000000 5004000000 154644000000 154213000000 12375000000 12556000000 0 750000000 12375000000 13306000000 94414000000 94006000000 1596000000 1447000000 20049000000 19841000000 5140000000 5094000000 0.001 0.001 900000000 900000000 127666355 126631549 0 0 0.001 0.001 1000 1000 1 1 1 1 0 0 0.001 0.001 250000000 250000000 0 0 0 0 0 0 21635000000 21447000000 -4230000000 -5393000000 4681819 0 1020000000 0 16385000000 16054000000 4685000000 4465000000 21070000000 20519000000 154644000000 154213000000 13597000000 13735000000 8163000000 8194000000 2211000000 2181000000 -15000000 -123000000 10389000000 10498000000 3208000000 3237000000 -1256000000 -1241000000 -124000000 -142000000 -1380000000 -1383000000 1828000000 1854000000 465000000 445000000 1363000000 1409000000 200000000 192000000 1163000000 1217000000 9.27 8.59 9.17 8.42 125488486 141591396 126849271 144574684 0 0 21447000000 -5393000000 0 16054000000 4465000000 20519000000 1163000000 1163000000 200000000 1363000000 203000000 203000000 203000000 2000000 2000000 2000000 1020000000 1020000000 1020000000 -17000000 -17000000 22000000 5000000 2000000 2000000 0 0 21635000000 -4230000000 -1020000000 16385000000 4685000000 21070000000 0 0 23337000000 -7750000000 0 15587000000 4120000000 19707000000 1217000000 1217000000 192000000 1409000000 222000000 222000000 222000000 17000000 17000000 17000000 806000000 806000000 806000000 5000000 5000000 14000000 19000000 15000000 15000000 -20000000 -5000000 3000000 3000000 0 0 23586000000 -6533000000 -806000000 16247000000 4275000000 20522000000 1363000000 1409000000 2211000000 2181000000 203000000 222000000 6000000 8000000 214000000 -27000000 -126000000 -233000000 -5000000 48000000 -7000000 235000000 169000000 493000000 4304000000 4236000000 2855000000 2399000000 77000000 273000000 42000000 132000000 -2974000000 -2804000000 7216000000 1393000000 148000000 121000000 7499000000 1609000000 30000000 0 1026000000 802000000 2000000 17000000 0 20000000 2000000 3000000 -115000000 -169000000 -1306000000 -1072000000 24000000 360000000 598000000 506000000 622000000 866000000 1067000000 995000000 105000000 121000000 70000000 47000000 Organization and Basis of Presentation
Organization

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company with services available to homes and small to large businesses through its Spectrum® brand. Founded in 1993, the Company has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by the Company’s 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

Charter is a holding company whose principal asset is a controlling equity interest in Charter Communications Holdings, LLC (“Charter Holdings”), an indirect owner of Charter Communications Operating, LLC (“Charter Operating”) under which substantially all of the operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures typically included in the Company's Annual Report on Form 10-K have been condensed or omitted for this quarterly report. The accompanying consolidated financial statements are unaudited and are subject to review by regulatory authorities. However, in the opinion of management, such financial statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs, valuation and impairment of franchise assets and goodwill, and income taxes. Actual results could differ from those estimates.

Comprehensive income equaled net income attributable to Charter shareholders for the three months ended March 31, 2026 and 2025.
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures typically included in the Company's Annual Report on Form 10-K have been condensed or omitted for this quarterly report. The accompanying consolidated financial statements are unaudited and are subject to review by regulatory authorities. However, in the opinion of management, such financial statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs, valuation and impairment of franchise assets and goodwill, and income taxes. Actual results could differ from those estimates. Mergers and Acquisitions
On May 16, 2025, Charter, Charter Holdings, and Cox Enterprises, Inc. (“Cox Enterprises”) entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc. (“Cox Communications”) that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox Enterprises will contribute the equity interests of Cox Communications and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings (the “Contribution”), and (iii) Cox Enterprises will pay $1.00 to Charter (collectively, the “Cox Transactions”). Under the Transaction Agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.

Pursuant to the Transaction Agreement, at the closing of the Cox Transactions:

•in consideration of the Equity Sale, Charter will pay $3.5 billion in cash to Cox Enterprises;

•in consideration of the Contribution, Charter Holdings will (i) pay to Cox Enterprises $650 million in cash and (ii) issue to Cox Enterprises convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion, which will pay a 6.875% dividend per annum, and approximately 33.6 million Charter Holdings common units. The
Charter Holdings convertible preferred units will be convertible into Charter Holdings common units, with an initial conversion price of $477.41, subject to certain adjustments. The Charter Holdings common units will be exchangeable by the holder, in certain circumstances, for cash or, at the election of Charter, Charter Class A common stock on a one-for-one basis, subject to certain adjustments; and

•in consideration of the $1.00 payment from Cox Enterprises to Charter, Charter will issue to Cox Enterprises one share of the newly created Charter Class C common stock. The Charter Class C common stock will be equivalent, economically, to the outstanding Charter Class A common stock and the Charter Class B common stock but will have a number of votes per share that reflect the voting power of the Charter Holdings common units and the Charter Holdings convertible preferred units held by Cox Enterprises on an as-converted, as-exchanged basis.

The combined entity will assume Cox Communications’ approximately $12.4 billion in outstanding net debt and finance leases.
1 1.00 3500000000 650000000 6000000000.0 0.06875 33600000 477.41 1.00 1 12400000000 Accounts Payable, Accrued and Other Current Liabilities
Accounts payable, accrued and other current liabilities consist of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026December 31, 2025
Accounts payable – trade$1,049 $1,034 
Deferred revenue456 422 
Accrued and other current liabilities:
Programming costs1,608 1,575 
Labor1,126 1,365 
Capital expenditures3,239 3,296 
Interest1,448 1,259 
Taxes and regulatory fees477 521 
Short-term borrowings812 918 
Other2,160 2,166 
$12,375 $12,556 

Under a supply chain finance program, the Company has agreements with third parties that allow its participating vendors to finance payment obligations from the Company with designated third-party financial institutions who act as its paying agent. As a result, the Company has generally extended its payment terms with vendors. A participating vendor may request a participating financial institution to finance one or more of the Company's payment obligations to such vendor prior to the scheduled due date thereof at a discounted price. The Company is not required to provide collateral to the financial institutions. The Company's obligations to participating vendors, including amounts due and scheduled payment dates, are not impacted by the vendors’ decisions to finance amounts due under these financing arrangements. The Company's outstanding payment obligations to participating vendors were $672 million and $735 million as of March 31, 2026 and December 31, 2025, respectively, and are included in accounts payable - trade and accrued capital expenditures above. Cash outflows to the financial institutions are classified as cash flows from operating and investing activities.

Under a deferred payment program, the Company has agreements with third parties to pay certain invoices when due, and the Company pays the third parties at a later date, the invoice amount plus interest. The Company's outstanding payment obligation to participating vendors under the deferred payment plan was $812 million and $918 million as of March 31, 2026 and December 31, 2025, respectively, and is included in short-term borrowings. Cash outflows to the financial institutions are classified as cash flows from financing activities.
Accounts payable, accrued and other current liabilities consist of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026December 31, 2025
Accounts payable – trade$1,049 $1,034 
Deferred revenue456 422 
Accrued and other current liabilities:
Programming costs1,608 1,575 
Labor1,126 1,365 
Capital expenditures3,239 3,296 
Interest1,448 1,259 
Taxes and regulatory fees477 521 
Short-term borrowings812 918 
Other2,160 2,166 
$12,375 $12,556 
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A summary of our debt as of March 31, 2026 and December 31, 2025 is as follows:

March 31, 2026December 31, 2025
Principal AmountCarrying ValueFair ValuePrincipal AmountCarrying ValueFair Value
Senior unsecured notes$27,250 $27,174 $25,527 $27,250 $27,197 $25,634 
Senior secured notes and debentures(a)
55,387 55,620 47,245 55,418 55,658 48,030 
Credit facilities(b)
11,665 11,620 11,471 11,949 11,901 11,803 
$94,302 $94,414 $84,243 $94,617 $94,756 $85,467 

(a)Includes the Company's £625 million fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at $827 million and $842 million as of March 31, 2026 and December 31, 2025, respectively, using the exchange rate at the respective dates) and the Company's £650 million aggregate principal amount of Sterling Notes (remeasured at $860 million and $876 million as of March 31, 2026 and December 31, 2025, respectively, using the exchange rate at the respective dates).
(b)The Company has availability under the Charter Operating credit facilities of approximately $4.6 billion as of March 31, 2026.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of March 31, 2026 and December 31, 2025 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.
In February 2026, CCO Holdings and CCO Holdings Capital Corp. redeemed $750 million in aggregate principal amount of the outstanding 5.500% senior notes due 2026 and $2.25 billion in aggregate principal amount of the outstanding 5.125% senior notes due 2027. The transactions resulted in a loss on extinguishment of debt of approximately $4 million during the three months ended March 31, 2026 recorded in other expenses, net in the consolidated statement of operations.
A summary of our debt as of March 31, 2026 and December 31, 2025 is as follows:

March 31, 2026December 31, 2025
Principal AmountCarrying ValueFair ValuePrincipal AmountCarrying ValueFair Value
Senior unsecured notes$27,250 $27,174 $25,527 $27,250 $27,197 $25,634 
Senior secured notes and debentures(a)
55,387 55,620 47,245 55,418 55,658 48,030 
Credit facilities(b)
11,665 11,620 11,471 11,949 11,901 11,803 
$94,302 $94,414 $84,243 $94,617 $94,756 $85,467 

(a)Includes the Company's £625 million fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at $827 million and $842 million as of March 31, 2026 and December 31, 2025, respectively, using the exchange rate at the respective dates) and the Company's £650 million aggregate principal amount of Sterling Notes (remeasured at $860 million and $876 million as of March 31, 2026 and December 31, 2025, respectively, using the exchange rate at the respective dates).
(b)The Company has availability under the Charter Operating credit facilities of approximately $4.6 billion as of March 31, 2026. 27250000000 27174000000 25527000000 27250000000 27197000000 25634000000 55387000000 55620000000 47245000000 55418000000 55658000000 48030000000 11665000000 11620000000 11471000000 11949000000 11901000000 11803000000 94302000000 94414000000 84243000000 94617000000 94756000000 85467000000 625000000 827000000 842000000 650000000 860000000 876000000 4600000000 750000000 0.05500 2250000000 0.05125 -4000000 Equipment Installment Plan Financing Facility
CCO EIP Financing, LLC (the “SPV Borrower”), a bankruptcy remote special purpose vehicle and consolidated subsidiary of the Company, is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables (“EIP Receivables”) with a number of financial institutions (the “EIP Financing Facility”).

The revolving credit facility under the EIP Financing Facility bears interest on the outstanding borrowings based on lenders’ cost of funds plus an applicable margin and was 4.85% and 5.14% as of March 31, 2026 and December 31, 2025, respectively. The EIP Financing Facility has a final maturity date of November 3, 2029, comprised of a twelve-month revolving loan period subject to renewal, and if not renewed, cash flows on EIP Receivables are applied to amortize the loan which may occur over a period of up to three years. SPV Borrower may borrow up to $2.0 billion under the EIP Financing Facility. As of March 31, 2026 and December 31, 2025, the carrying value of the EIP Financing Facility was $1.6 billion and $1.4 billion, respectively, and is included in the Company’s consolidated balance sheets.

The SPV Borrower’s sole business consists of the purchase or acceptance through capital contributions of the EIP Receivables from Spectrum Mobile Equipment, LLC, (the sole direct parent entity of SPV Borrower that originates the EIP Receivables) and the subsequent retransfer of or granting of a security interest in such EIP Receivables to the administrative agent under the EIP Financing Facility. The SPV Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPV Borrower’s assets prior to any assets or value in the SPV Borrower becoming available to the SPV Borrower’s equity holders, and the assets of the SPV Borrower are not available to pay creditors of any other affiliate of the Company.

The EIP Financing Facility is accounted for on a consolidated basis as a secured borrowing. As of March 31, 2026 and December 31, 2025, pledged EIP Receivables with an unpaid principal balance of $2.2 billion included in accounts receivable,
net and other noncurrent assets, and restricted cash of $105 million and $121 million, respectively, included in prepaid expenses and other current assets, are held by the SPV Borrower and reflected in the Company’s consolidated balance sheets. Receipts from mobile customers related to the underlying EIP Receivables are reflected as cash flows from operating activities and borrowings and repayments under the EIP Financing Facility are reflected as cash flows from financing activities in the Company’s consolidated statements of cash flows.
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The following represents the Company's purchase of Charter Class A common stock and the effect on the consolidated statements of cash flows during the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,
20262025
Shares$Shares$
Share buybacks 4,288,095 $963 2,005,395 $731 
Income tax withholding328,912 63 202,074 71 
Exercise cost64,812 — 69,166 — 
4,681,819 $1,026 2,276,635 $802 

Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) as follows.

Three Months Ended March 31,
20262025
Number of shares purchased870,753 825,420 
Amount of shares purchased$190 $300 

As of March 31, 2026, Charter had remaining board authority to purchase an additional $179 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. The Company also withholds shares of its Class A common stock in payment of income tax withholding owed by employees upon vesting of equity awards as well as exercise costs owed by employees upon exercise of stock options.
In 2025, Charter’s board of directors approved the retirement of the then currently held treasury stock and those shares were retired as of December 31, 2025. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity.
The following represents the Company's purchase of Charter Class A common stock and the effect on the consolidated statements of cash flows during the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,
20262025
Shares$Shares$
Share buybacks 4,288,095 $963 2,005,395 $731 
Income tax withholding328,912 63 202,074 71 
Exercise cost64,812 — 69,166 — 
4,681,819 $1,026 2,276,635 $802 

Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) as follows.

Three Months Ended March 31,
20262025
Number of shares purchased870,753 825,420 
Amount of shares purchased$190 $300 
4288095 963000000 2005395 731000000 328912 63000000 202074 71000000 64812 69166 4681819 1026000000 2276635 802000000 870753 825420 190000000 300000000 179000000 Noncontrolling Interests
Noncontrolling interests represents consolidated subsidiaries of which the Company owns less than 100%. The Company is a holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the Company’s cable systems. Noncontrolling interests on the Company’s balance sheet consist primarily of Advance/Newhouse Partnership's (“A/N”) equity interests in Charter Holdings, which is comprised of a common ownership interest.

Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the weighted average effective common ownership interest of approximately 11%, and was $199 million and $191 million for the three months ended March 31, 2026 and 2025, respectively.
The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N and the effect on total shareholders' equity during the three months ended March 31, 2025. Charter Holdings' did not purchase any Charter Holdings common units from A/N during the three months ended March 31, 2026.

Three Months Ended March 31, 2025
Number of units purchased51,673 
Purchase of noncontrolling interest$20 
Carrying value of noncontrolling interest purchased$(14)
Excess purchased recorded to additional paid-in-capital, net of tax$(5)

Total shareholders' equity was also adjusted during the three months ended March 31, 2026 and 2025 due to the changes in Charter Holdings' ownership as follows.

Three Months Ended March 31,
20262025
Change in noncontrolling interest $22 $(20)
Change in additional paid-in-capital, net of tax$(17)$15 
1 0.11 0.11 199000000 191000000
The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N and the effect on total shareholders' equity during the three months ended March 31, 2025. Charter Holdings' did not purchase any Charter Holdings common units from A/N during the three months ended March 31, 2026.

Three Months Ended March 31, 2025
Number of units purchased51,673 
Purchase of noncontrolling interest$20 
Carrying value of noncontrolling interest purchased$(14)
Excess purchased recorded to additional paid-in-capital, net of tax$(5)
51673 20000000 14000000 5000000
Total shareholders' equity was also adjusted during the three months ended March 31, 2026 and 2025 due to the changes in Charter Holdings' ownership as follows.

Three Months Ended March 31,
20262025
Change in noncontrolling interest $22 $(20)
Change in additional paid-in-capital, net of tax$(17)$15 
22000000 -20000000 -17000000 15000000 Accounting for Derivative Instruments and Hedging Activities
Cross-currency derivative instruments are used to manage foreign exchange risk on the Sterling Notes by effectively converting £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was $483 million and $406 million and is included in other long-term liabilities on its consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

The effect of financial instruments are recorded in other expenses, net in the consolidated statements of operations and consisted of the following.
Three Months Ended March 31,
20262025
Change in fair value of cross-currency derivative instruments
$(76)$(13)
Foreign currency remeasurement of Sterling Notes to U.S. dollars
31 (52)
Loss on financial instruments, net$(45)$(65)
1275000000 483000000 406000000
The effect of financial instruments are recorded in other expenses, net in the consolidated statements of operations and consisted of the following.
Three Months Ended March 31,
20262025
Change in fair value of cross-currency derivative instruments
$(76)$(13)
Foreign currency remeasurement of Sterling Notes to U.S. dollars
31 (52)
Loss on financial instruments, net$(45)$(65)
-76000000 -13000000 31000000 -52000000 -45000000 -65000000 Revenues
The Company’s revenues by product line are as follows:

Three Months Ended March 31,
20262025
Internet$5,852 $5,930 
Mobile service1,052 914 
Connectivity6,904 6,844 
Video3,252 3,580 
Voice338 356 
Residential revenue10,494 10,780 
Small business1,090 1,088 
Mid-market & large business749 734 
Commercial revenue1,839 1,822 
Advertising sales358 340 
Other906 793 
$13,597 $13,735 

As of each March 31, 2026 and December 31, 2025, accounts receivable, net on the consolidated balance sheets includes approximately $1.3 billion of current equipment installment plan receivables and other noncurrent assets includes approximately $1.1 billion of noncurrent equipment installment plan receivables.
The Company’s revenues by product line are as follows:

Three Months Ended March 31,
20262025
Internet$5,852 $5,930 
Mobile service1,052 914 
Connectivity6,904 6,844 
Video3,252 3,580 
Voice338 356 
Residential revenue10,494 10,780 
Small business1,090 1,088 
Mid-market & large business749 734 
Commercial revenue1,839 1,822 
Advertising sales358 340 
Other906 793 
$13,597 $13,735 
5852000000 5930000000 1052000000 914000000 6904000000 6844000000 3252000000 3580000000 338000000 356000000 10494000000 10780000000 1090000000 1088000000 749000000 734000000 1839000000 1822000000 358000000 340000000 906000000 793000000 13597000000 13735000000 1300000000 1300000000 1100000000 1100000000 Segment Reporting
The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker (“CODM”), on a consolidated basis. The Company provides broadband connectivity services with all of its services delivered to customers over an advanced communications network. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, as the converged network requires the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop uniform strategies. Accordingly, key components and processes of the Company’s operations are managed centrally, including contracting for programming, capital and new technology development and deployment, plant engineering, customer service, marketing, legal and government affairs. Segment asset information is not used by the CODM to allocate resources. Under this organizational and reporting structure, the Company has one reportable segment.

As a single reportable segment entity, the Company’s segment performance measure is net income attributable to Charter shareholders. See Note 9 for a description of the Company's disaggregated revenues by product line. Significant segment expenses are presented in the Company’s consolidated statements of operations. Additional disaggregated significant segment
expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, are presented below.

Operating Costs and Expenses

Three Months Ended March 31,
20262025
Programming$2,088 $2,302 
Other costs of revenue1,765 1,584 
Field and technology operations1,258 1,282 
Customer operations766 772 
Marketing and residential sales919 949 
Stock compensation expense (see Note 11)203 222 
Transition expenses24 — 
Other expense1,140 1,083 
$8,163 $8,194 

Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming. Other costs of revenue include costs directly related to providing Internet, mobile, video and voice services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising. Also included in other costs of revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Field and technology operations costs include indirect costs incurred to manage the Company's inside and outside cable network, including labor for the non-capitalizable portion of customer installations and service and repairs. Customer operations costs include call center labor costs for customer care, billing costs, bad debt expense, and collections. Marketing and residential sales costs represent the costs of marketing residential and business Internet, mobile, video and voice services and costs to sell to current and potential non-bulk residential customers, including labor cost. Transition expenses represent incremental costs incurred to prepare for the integration of the Cox Transactions’ operations and to bring systems and processes into a uniform operating structure. See Note 2. Other expense includes corporate overhead costs, as well as certain indirect costs associated with Spectrum Business, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales expenses.

Other Operating Expenses, Net

Three Months Ended March 31,
20262025
Special charges, net$(2)$32 
Merger and acquisition costs15 — 
Loss on disposal of assets, net2 91 
$15 $123 

Special charges, net primarily includes severance costs and net amounts of litigation settlements. Merger and acquisition costs represents costs incurred primarily in connection with the Cox Transactions, such as advisory, legal and accounting fees, among others. Loss on disposal of assets, net includes a $90 million impairment on the sale of non-strategic assets during the three months ended March 31, 2025.
Other Expenses, Net

Other expenses, net consist of the following for the periods presented:

Three Months Ended March 31,
20262025
Loss on equity investments, net$(75)$(77)
Loss on financial instruments, net (see Note 8)(45)(65)
Loss on extinguishment of debt (see Note 4)(4)— 
$(124)$(142)
The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker (“CODM”), on a consolidated basis. The Company provides broadband connectivity services with all of its services delivered to customers over an advanced communications network. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, as the converged network requires the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop uniform strategies. Accordingly, key components and processes of the Company’s operations are managed centrally, including contracting for programming, capital and new technology development and deployment, plant engineering, customer service, marketing, legal and government affairs. Segment asset information is not used by the CODM to allocate resources. Under this organizational and reporting structure, the Company has one reportable segment.
1 Additional disaggregated significant segment
expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, are presented below.

Operating Costs and Expenses

Three Months Ended March 31,
20262025
Programming$2,088 $2,302 
Other costs of revenue1,765 1,584 
Field and technology operations1,258 1,282 
Customer operations766 772 
Marketing and residential sales919 949 
Stock compensation expense (see Note 11)203 222 
Transition expenses24 — 
Other expense1,140 1,083 
$8,163 $8,194 

Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming. Other costs of revenue include costs directly related to providing Internet, mobile, video and voice services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising. Also included in other costs of revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Field and technology operations costs include indirect costs incurred to manage the Company's inside and outside cable network, including labor for the non-capitalizable portion of customer installations and service and repairs. Customer operations costs include call center labor costs for customer care, billing costs, bad debt expense, and collections. Marketing and residential sales costs represent the costs of marketing residential and business Internet, mobile, video and voice services and costs to sell to current and potential non-bulk residential customers, including labor cost. Transition expenses represent incremental costs incurred to prepare for the integration of the Cox Transactions’ operations and to bring systems and processes into a uniform operating structure. See Note 2. Other expense includes corporate overhead costs, as well as certain indirect costs associated with Spectrum Business, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales expenses.

Other Operating Expenses, Net

Three Months Ended March 31,
20262025
Special charges, net$(2)$32 
Merger and acquisition costs15 — 
Loss on disposal of assets, net2 91 
$15 $123 

Special charges, net primarily includes severance costs and net amounts of litigation settlements. Merger and acquisition costs represents costs incurred primarily in connection with the Cox Transactions, such as advisory, legal and accounting fees, among others. Loss on disposal of assets, net includes a $90 million impairment on the sale of non-strategic assets during the three months ended March 31, 2025.
Other Expenses, Net

Other expenses, net consist of the following for the periods presented:

Three Months Ended March 31,
20262025
Loss on equity investments, net$(75)$(77)
Loss on financial instruments, net (see Note 8)(45)(65)
Loss on extinguishment of debt (see Note 4)(4)— 
$(124)$(142)
2088000000 2302000000 1765000000 1584000000 1258000000 1282000000 766000000 772000000 919000000 949000000 203000000 222000000 24000000 0 1140000000 1083000000 8163000000 8194000000 -2000000 32000000 15000000 0 -2000000 -91000000 -15000000 -123000000 90000000 -75000000 -77000000 -45000000 -65000000 -4000000 0 -124000000 -142000000 Stock Compensation Plans
Charter’s stock incentive plans provide for grants of nonqualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units and restricted stock.  Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting services for the Company, are eligible for grants under the stock incentive plans.

Charter granted the following equity awards for the periods presented.

Three Months Ended March 31,
20262025
Stock options2,379,000 1,407,700 
Restricted stock300 — 
Restricted stock units2,040,600 1,155,200 

Stock options and restricted stock units generally cliff vest three years from the date of grant. Certain stock options and restricted stock units vest based on achievement of stock price hurdles. Stock options generally expire ten years from the grant date and restricted stock units have no voting rights. Restricted stock generally vests one year from the date of grant.
As of March 31, 2026, total unrecognized compensation remaining to be recognized in future periods totaled $298 million for stock options, $628 million for restricted stock units and $0.3 million for restricted stock and the weighted average period over which they are expected to be recognized is two years for stock options and restricted stock units and three months for restricted stock.
Charter granted the following equity awards for the periods presented.

Three Months Ended March 31,
20262025
Stock options2,379,000 1,407,700 
Restricted stock300 — 
Restricted stock units2,040,600 1,155,200 
2379000 1407700 300 0 2040600 1155200 P3Y P3Y P10Y P1Y 298000000 628000000 300000 P2Y P2Y P3M Earnings Per Share
Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock units, restricted stock, equity awards with market conditions and Charter Holdings common units. Charter Holdings common units of 16 million for the three months ended March 31, 2026 and 2025 were not included in the computation of diluted earnings per share as their effect would have been antidilutive.
The following is the computation of diluted earnings per common share for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,
20262025
Numerator:
Net income attributable to Charter shareholders$1,163 $1,217 
Denominator:
Weighted average common shares outstanding, basic125,488,486 141,591,396 
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans1,360,785 2,983,288 
Weighted average common shares outstanding, diluted126,849,271 144,574,684 
Basic earnings per common share attributable to Charter shareholders$9.27 $8.59 
Diluted earnings per common share attributable to Charter shareholders$9.17 $8.42 
16000000 16000000
The following is the computation of diluted earnings per common share for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,
20262025
Numerator:
Net income attributable to Charter shareholders$1,163 $1,217 
Denominator:
Weighted average common shares outstanding, basic125,488,486 141,591,396 
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans1,360,785 2,983,288 
Weighted average common shares outstanding, diluted126,849,271 144,574,684 
Basic earnings per common share attributable to Charter shareholders$9.27 $8.59 
Diluted earnings per common share attributable to Charter shareholders$9.17 $8.42 
1163000000 1217000000 125488486 141591396 1360785 2983288 126849271 144574684 9.27 8.59 9.17 8.42